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EXHIBIT 2.2
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AGREEMENT AND PLAN OF MERGER
by and between
OXFORD ELECTRONICS ACQUISITION CORP.
(a Delaware corporation)
and
OXFORD ELECTRONICS, INC.
(a New York corporation)
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Dated as of March 31, 2000
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AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (the "Merger"), dated as of March 31,
2000 between Oxford Electronics Acquisition Corp., a Delaware corporation
("Acquisition Corp.") and Oxford Electronics, Inc., a New York corporation
("Oxford").
WHEREAS, Oxford Acquisition has an authorized capital stock consisting
of 100 shares of common stock, par value $0.01 per share, of which 100 shares
have been duly issued and are now outstanding;
WHEREAS, Oxford has an authorized capital stock consisting of 200
shares of common stock, no par value, of which 100 shares have been duly issued
and are now outstanding;
WHEREAS, the Board of Directors of Oxford Acquisition and Oxford,
respectively, deem it advisable and generally to the advantage and welfare of
the two corporate parties and their respective shareholders that Oxford merge
with and into Oxford Acquisition under and pursuant to the provisions of
Section 253 of the General Corporation Law of the State of Delaware (the
"DGCL") and Section 907 of the Business Corporation Law of the State of New
York (the "BCL").
Accordingly, in consideration of the mutual promises and arrangements
set forth herein, and in order to set forth the terms and conditions of the
Merger and the mode of carrying the same into effect, the parties hereby agree
as follows:
1. The Merger.
1.1 The Merger. At the Effective Time (as defined in Section 1.3 hereof),
and subject to the terms and conditions of this Agreement, the DGCL and the
BCL, Oxford shall be merged with and into Acquisition Corp. in the Merger, the
separate corporate existence of Oxford shall
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thereupon cease and Acquisition Corp. shall be the surviving corporation in the
Merger (the "Surviving Corporation").
1.2 Surviving Corporation. At the Effective Time, Acquisition Corp. shall
continue its corporate existence under the laws of the State of Delaware and
shall thereupon and thereafter possess all rights, privileges, powers and
franchises and all property of Oxford and shall be subject to all debts,
liabilities and duties of Oxford, all as provided under the DGCL and the BCL.
1.3 Effective Time of the Merger. The Merger shall become effective and be
consummated at such time (the "Effective Time") as the Surviving Corporation
shall have caused to be filed (i) one copy of the Certificate of Ownership and
Merger with the Secretary of State of the State of Delaware (the "Delaware
Secretary of State") and (ii) one copy of the Certificate Merger with the
Secretary of State of the State of New York (the "New York Secretary of
State").
1.4 Corporate Name. At the Effective Time, the Surviving Corporation shall
change its corporate name to "Oxford Electronics, Inc."
1.5 Certificate of Incorporation. At the Effective Time, the Certificate
of Incorporation of Acquisition Corp., as in effect immediately prior to the
Effective Time, shall be amended and restated in the form attached hereto as
Exhibit 1 and become the Certificate of Incorporation of the Surviving
Corporation until further amended as provided therein and under the DGCL.
1.6 By-Laws of the Surviving Corporation. The By-Laws of Oxford, as in
effect immediately prior to the Effective Time, shall be amended and restated
in the form attached hereto as Exhibit 2 and become the By-Laws of the
Surviving Corporation until further amended as provided therein and under the
DGCL.
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1.7 Directors and Officers of the Surviving Corporation. At the Effective
Time, the directors and officers of the Surviving Corporation shall be those
persons who presently serve as directors and officers, respectively, of
Acquisition Corp., in the case of directors, until their successors are elected
and qualified and, in the case of officers, to serve at the pleasure of the
Board of Directors of the Surviving Corporation.
1.8 Conversion of Shares. Each issued and outstanding share of the
Surviving Corporation shall, by virtue of the Merger and without any action on
the part of the holder thereof, be canceled and retired and converted into no
consideration per share. At the Effective Time, by virtue of the Merger and
without any action on the part of either Oxford or Acquisition Corp., each
issued and outstanding share of common stock, no par value per share, of Oxford
shall be converted into and exchanged for one share of common stock, par value
$0.01 per share, of the Surviving Corporation and shall constitute the sole
issued and outstanding shares of capital stock of the Surviving Corporation.
Accordingly, after the Effective Time, there shall be issued and outstanding
100 shares of common stock of the Surviving Corporation.
1.9 Service of Process. The Surviving Corporation agrees that it may be
served with process in the State of New York in any proceeding for enforcement
of any obligation of Oxford as well as for the enforcement of any obligation of
Oxford Acquisition arising from the merger.
2. Miscellaneous.
2.1 Amendment. At any time prior to the Effective Time, the parties hereto
may, to the extent permitted by the DGCL and the BCL, by written agreement
amend, modify or supplement any provision of this Agreement.
2.2 Termination. This Agreement may be terminated and the Merger abandoned
by the Board of Directors of Acquisition Corp. or Oxford at any time prior to
the filing of a certified
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copy of this Agreement or other required documents with the Delaware Secretary
of State and the New York Secretary of State.
2.3 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely within such State.
2.4 Headings. The headings set forth herein are for convenience only and
shall not be used in interpreting the text of the section in which they appear.
2.5 Counterparts. This Agreement may be executed in one or more
counterparts which together shall constitute a single agreement.
IN WITNESS WHEREOF, Oxford and Acquisition Corp., pursuant to the
approval and authority duly given by resolutions adopted by their respective
Board of Directors and approved by the stockholders of Acquisition Corp., have
caused this Agreement and Plan of Merger to be executed as of the first date
above written by their respective officers thereunto duly authorized.
OXFORD ELECTRONICS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Chairman and Chief
Executive Officer
OXFORD ELECTRONICS ACQUISITION CORP.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
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